Terms and conditions of sale and delivery

TERMS AND CONDITIONS OF SALE AND DELIVERY – January 2023

1. APPLICATION
1.1. These general terms and conditions of sale (January 2023) for Randi A/S (hereinafter referred to as ”Randi”) shall apply to any sale made by Randi, save where expressly departed from or amended by other written agreement.

1.2. Special terms of purchase or specific requirements for the purchased goods from the buyer’s side, e.g. stated in the buyer’s order or in the buyer’s terms of purchase, are not binding on Randi A/S unless Randi A/S has expressly agreed to the terms in writing.

2. THE ORDER
2.1. To the extent that Randi A/S submits an offer, the recipient of the offer must check whether the offer corresponds to the requirement in terms of quantity and specifications.

2.2. To the extent that Randi A/S sends a written order confirmation, the agreement between Randi A/S and the buyer is not considered binding on
Randi A/S until Randi A/S at that time, irrespective of whether Randi A/S has previously submitted an offer which has subsequently been accepted by the buyer.

2.3. The buyer’s possible objections to the content of any order confirmation must be in writing and reach Randi A/S no later than 8 days after the date of the order confirmation, but no later than on delivery.

2.4. The Buyer may only cancel, return or change an order with Randi’s written consent. If such written consent regarding return is given, the buyer is obliged to deliver the goods in question carriage paid to Randi, Mirabellevej 3, 8930 Randers NØ, enclosing a delivery note stating the invoice date and number. To cover handling costs, 30% of the invoice price for the goods in question will be calculated, however, a minimum of DKK 100, plus a surcharge for any. polishing and the like.

3. DELIVERY
3.1. The delivery clause is Ex Works, Randers, (INCOTERMS 2000), unless otherwise agreed in writing in the specific case. If this is the case, the delivery clause in question shall be interpreted in accordance with INCOTERMS (2000) to the extent possible.

3.2. Unless expressly stated otherwise in the order confirmation, the delivery time stated is approximate. Randi may require the delivery time to be extended by any change or addition to the purchase order.

3.3. The delivery time stated by Randi is subject to the buyer having fulfilled all necessary or agreed formalities or conditions in due time.

3.4. Randi A/S reserves the right to deliver in installments.

4. RETURN
4.1. Goods can only be returned by prior agreement. The possibility of returning products does not include custom-made products, brass products, Novo¬ Line and products with a delivery date older than 12 months.

4.2. Returns can only be agreed on the return of curious, undamaged goods that are still part of Randi’s assortment and which are returned in undamaged, original and unopened packaging.

4.3. Upon receipt of the returned goods, these will be checked in accordance with the above. A fee of 30% of the original purchase price will be charged to cover costs in connection with this and general handling costs. To this must be added any costs in connection with sorting, repackaging, trimming, etc.

4.4. Return shipments are marked with a return number provided by Randi. The shipment is sent carriage paid, accompanied by a delivery note with an invoice or order number.

5. DELAY
5.1. If Randi A/S fails to deliver in accordance with the delivery time agreed to the buyer or within a reasonable time thereafter, and without a force majeure situation, cf. clause 11, the buyer is entitled to demand delivery by written notice to Randi A/S and to set a final deadline of at least 30 working days from the time when the buyer asserts this right. If delivery does not take place within the deadline set by the buyer, the buyer is entitled to cancel the agreement if delivery does not take place within a further 10 working days after demand has been made.

5.2. In addition to the right to terminate the contract as agreed in clause 5.1, the buyer cannot assert other remedies for breach in the event of delay against Randi A/S and therefore cannot, for example, raise a claim for compensation of any kind. The buyer is thus also not entitled to cancel previous or subsequent sales agreements in the event of a delay in a delivery.

6. PAYMENT
6.1. Unless otherwise agreed, payment shall be net cash.

6.2. If payment is not made on time, default interest shall be added from the date of invoice on the amount due at any time, including previously added interest, costs, etc. at 1.5% per month or part thereof.

6.3. If the buyer does not comply with the agreed terms of payment for one or more deliveries, or if the buyer otherwise breaches a purchase agreement with Randi A/S, including stopping payments, Randi A/S is entitled, in addition to its other remedies for breach of contract, to immediately stop further deliveries and Randi A/S’s full claim is immediately due for payment.

6.4. The buyer is not entitled to withhold any part of the purchase price as security for the fulfillment of any counterclaims regarding other deliveries, and such withholding will be considered a material breach of the purchase agreements entered into.

7. RETENTION OF TITLE
7.1. Randi A/S reserves the right of ownership of any delivery until payment has been made.

8. INSTRUCTIONS, BROCHURES, ETC.
8.1. Information, data, etc. given by Randi A/S in catalogs, brochures and other printed material is indicative and only binding on Randi A/S if the purchase agreement specifically refers to such information or data.

8.2. The buyer is fully responsible for the selection of the purchased goods and for ensuring that the purchased goods can achieve the results expected by the buyer and that the purchased goods can function in the buyer’s intended operating environment.

9. DEFECTS
9.1. The buyer shall inspect the purchased goods for defects immediately upon receipt.

9.2. Upon the buyer’s discovery of defects, the buyer shall immediately describe and specify the alleged defect in writing to Randi A/S. Any complaint about defects that are or should have been discovered during the buyer’s inspection of the purchased goods must be received by Randi A/S without undue delay after delivery of the purchased goods, but no later than sufficient time before the use of the purchased goods, so that Randi A/S can decide on the complaint beforehand. If the buyer does not comply with the aforementioned complaint rules, the buyer cannot invoke the defect. Any claim for defects, regardless of type, must be asserted within the complaint deadlines stated in this clause 9.

9.3. Any claim for defects, regardless of type, must be asserted within the complaint deadlines stated in this clause 9. If the buyer fails to do so, the buyer cannot subsequently invoke the defect.

9.4. The buyer is obliged to strictly observe the instructions or verbally stated information on choice, use and maintenance of the purchased goods contained in Randi A/S brochures and product material or in correspondence.

9.5. If defects are found that can be claimed against Randi A/S, Randi A/S is entitled and obliged, at its own discretion, to either make a replacement delivery, remedy the defect or accept to give the buyer a proportionate reduction in the agreed purchase price. The buyer is hereby fully and finally indemnified for any claim arising from the defect.

9.6. Randi A/S will within a reasonable time after receipt of a justified complaint make a statement of its choice according to clause 9.5. If Randi A/S does not fulfill its obligations according to clause 9.5 within 10 working days after making its statement to the buyer, the buyer may in writing give Randi A/S a final reasonable deadline for remedying the defect. If Randi A/S’s obligation is not fulfilled before the expiry of the deadline, the buyer may cancel the agreement if the defect is material, or if the defect is deemed to be immaterial, demand a proportionate reduction in the agreed purchase price.

9.7. Randi A/S has no liability for defects other than what is stipulated above, and the buyer cannot therefore assert any other remedies for breach than what is stated above.
Randi A/S is thus not liable under any circumstances, regardless of any gross negligence, for example for direct loss or operating loss, loss of profit or other indirect loss or consequential damage, including costs associated with disassembly and assembly.

9.8. The fact that Randi A/S may initiate discussions or negotiations on an amicable solution to a complaint does not mean that Randi A/S cannot subsequently invoke the limitations of liability in these terms of sale and delivery and that the complaint has been made too late.

9.9. The provisions in this clause 9, including with regard to the limitation of Randi A/S’s liability, also apply if the purchased goods have a legal defect, including, for example, if the purchased goods infringe a third party’s intellectual property rights or are in violation of a public law regulation or do not comply with such a regulation, e.g. a CE marking directive.

10. WARRANTY PERIOD
10.1. Randi A/S applies to the right of complaint for the Purchase Act corresponding to a period of 2 years right of complaint.

11. FORCE MAJEURE AND SIMILAR EVENTS
11.1. Randi A/S is not liable for failure to fulfill its obligations as a result of circumstances beyond Randi A/S’s direct control (e.g. but not limited to strike, work stoppage, blockade, lockout, delayed or defective or significantly reduced deliveries from Randi A/S), but not limited thereto, strike, work stoppage, blockade, lockout, delayed or defective or significantly reduced deliveries from Randi A/S’ suppliers, prevented supply/delivery of raw materials, auxiliary materials or any other delivery of satisfactory quality, fire, natural conditions, lack of means of transport or transport accidents, import/export restrictions and operational disturbances or stoppages in general and the like), which are likely to delay or prevent manufacture or delivery of the purchased goods, or which make performance significantly more burdensome for Randi A/S than expected.

11.2. If defect-free or timely delivery is temporarily prevented due to force majeure as mentioned in clause 11.2, the delivery obligation is suspended for the period of time during which the hindrance lasts, and the delivery time thus postponed is considered timely in every respect, and the buyer is therefore not entitled to cancel the purchase as long as such an event exists.

11.3. If Randi A/S intends to invoke this clause 11, Randi A/S is obliged to notify the buyer immediately, stating the reason and the expected duration of the hindrance. At the same time, Randi A/S shall endeavor to overcome the obstacle as soon as possible and subsequently fulfill its contractual obligations as soon as possible.

11.4. If a force majeure situation lasts or is expected by Randi A/S to last longer than 30 working days, both Randi A/S and the buyer are entitled to terminate the agreement without this being considered a breach of contract. The buyer cannot therefore claim any form of compensation from Randi A/S in such a situation.

12. PRODUCT LIABILITY
12.1. Randi A/S is not liable for damage caused by the purchased goods unless the damage is due to intent or gross negligence on the part of Randi A/S, or in the case of personal injury or damage to consumer goods. Notwithstanding the above, Randi A/S is in no case liable for loss of assets, operating loss, loss of time, loss of profit, consequential loss or other indirect loss, including, but not limited to, loss as a result of the buyer’s legal relationship with third parties.

12.2. The buyer is obliged to notify Randi A/S in writing without undue delay as soon as the buyer becomes aware that damage has occurred or that a third party claims that damage caused by the purchased goods has occurred or that there is a risk that such damage will occur.

12.3. To the extent that Randi A/S may be held liable to a third party, the buyer is obliged to indemnify Randi A/S to the same extent as Randi A/S’ liability is limited in accordance with this clause 12.

13. JURISDICTION AND CHOICE OF LAW
13.1. Any dispute arising out of these terms of sale and delivery shall be settled in accordance with Danish law, however, excluding the rules of the International Sale of Goods Act (CISG).

13.2. Any dispute shall be settled by the court of first instance in Randers, Denmark. However, the above does not apply in situations where Randi A/S in a separately concluded construction supply clause has accepted that disputes shall be dealt with by the Danish Building and Construction Arbitration Court. Notwithstanding the above, the buyer is furthermore obliged, if Randi A/S so requires, to allow itself to be sued in the same forum that handles an alleged product liability claim raised against Randi A/S.

AWARDS